Exclusivity of Company Representations; No Reliance; Forward-Looking Information. (a) The representations and warranties of the Company set forth in Article 2 constitute the sole and exclusive representations and warranties of the Company or any other Person in connection with the transactions contemplated hereunder, and each of Acquirer and Merger Subs understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by the Company, and neither Acquirer nor Merger Subs are relying or have relied on any representations or warranties whatsoever regarding the subject matter of this Agreement or in connection with the transactions contemplated hereby, express or implied, except for the representations and warranties expressly set forth in Article 2. (b) In connection with the due diligence investigation of the Company by Acquirer and its Representatives, Acquirer and its Representatives have received and may continue to receive after the date hereof from the Company and its Representatives certain estimates, projections, forecasts, business plans and other forward-looking information, as well as certain business plan information, regarding the Company and its businesses and operations. Acquirer and Merger Subs hereby acknowledge the uncertainty and inherent risks in relying on such information and agree that neither the Company nor any of its Representatives has made or is making any express or implied representation or warranty with respect to any such information.
Appears in 1 contract
Samples: Merger Agreement (Identiv, Inc.)
Exclusivity of Company Representations; No Reliance; Forward-Looking Information. (a) The representations and warranties of the Company set forth in Article 2 constitute the sole and exclusive representations and warranties of the Company or any other Person in connection with the transactions contemplated hereunder, and each of Acquirer and Merger Subs Sub understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by the Company, and neither Acquirer nor Merger Subs are Sub is relying or have has relied on any representations or warranties whatsoever regarding the subject matter of this Agreement or in connection with the transactions contemplated hereby, express or implied, except for the representations and warranties expressly set forth in Article 2.
(b) In connection with the due diligence investigation of the Company by Acquirer and its Representatives, Acquirer and its Representatives have received and may continue to receive after the date hereof from the Company and its Representatives certain estimates, projections, forecasts, business plans and other forward-looking information, as well as certain business plan information, regarding the Company and its businesses and operations. Acquirer and Merger Subs Sub hereby acknowledge the uncertainty and inherent risks in relying on such information and agree that neither the Company nor any of its Representatives has made or is making any express or implied representation or warranty with respect to any such information.
Appears in 1 contract
Samples: Merger Agreement (Identiv, Inc.)
Exclusivity of Company Representations; No Reliance; Forward-Looking Information. (a) The representations and warranties of the Company set forth in Article 2 II constitute the sole and exclusive representations and warranties of the Company or any other Person in connection with the transactions contemplated hereunder, and each of Acquirer Parent and Merger Subs Sub understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by the Company, and neither Acquirer Parent nor Merger Subs are Sub is relying or have has relied on any representations or warranties whatsoever regarding the subject matter of this Agreement or in connection with the transactions contemplated hereby, express or implied, except for the representations and warranties expressly set forth in Article 2II.
(b) In connection with the due diligence investigation of the Company by Acquirer Parent and its Representatives, Acquirer Parent and its Representatives have received and may continue to receive after the date hereof from the Company and its Representatives certain estimates, projections, forecasts, business plans and other forward-looking information, as well as certain business plan information, regarding the Company and its businesses and operations. Acquirer Parent and Merger Subs Sub hereby acknowledge the uncertainty and inherent risks in relying on such information and agree that neither the Company nor any of its Representatives has made or is making any express or implied representation or warranty with respect to any such information.
Appears in 1 contract
Samples: Merger Agreement (Capnia, Inc.)
Exclusivity of Company Representations; No Reliance; Forward-Looking Information. (a) The representations and warranties of the Company set forth in Article 2 II constitute the sole and exclusive representations and warranties of the Company or any other Person in connection with the transactions contemplated hereunderhereunder (except for the representations and warranties made by the Stockholders under the Related Agreements in which each such Stockholder shall be responsible for such Stockholder’s own representations and warranties made thereunder), and each of Acquirer Parent and Merger Subs Sub understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by the Company, and neither Acquirer Parent nor Merger Subs are Sub is relying or have has relied on any representations or warranties whatsoever regarding the subject matter of this Agreement or in connection with the transactions contemplated hereby, express or implied, except for the representations and warranties expressly set forth in Article 2II (and such representations and warranties made by the Stockholders under the Related Agreements).
(b) In connection with the due diligence investigation of the Company by Acquirer Parent and its Representatives, Acquirer Parent and its Representatives have received and may continue to receive after the date hereof from the Company and its Representatives certain estimates, projections, forecasts, business plans and other forward-looking information, as well as certain business plan information, regarding the Company and its businesses and operations. Acquirer Parent and Merger Subs Sub hereby acknowledge the uncertainty and inherent risks in relying on such information and agree that neither the Company nor any of its Representatives has made or is making any express or implied representation or warranty with respect to any such information.
Appears in 1 contract
Exclusivity of Company Representations; No Reliance; Forward-Looking Information. (a) The representations and warranties of the Company set forth in Article 2 III constitute the sole and exclusive representations and warranties of the Company or any other Person in connection with the transactions contemplated hereunder, and each of Acquirer Parent and Merger Subs Sub understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by the Company, and neither Acquirer Parent nor Merger Subs are Sub is relying or have has relied on any representations or warranties whatsoever regarding the subject matter of this Agreement or in connection with the transactions contemplated hereby, express or implied, except for the representations and warranties expressly set forth in Article 2III.
(b) In connection with the due diligence investigation of the Company by Acquirer Parent and its Representatives, Acquirer Parent and its Representatives have received and may continue to receive after the date hereof from the Company and its Representatives certain estimates, projections, forecasts, business plans and other forward-looking information, as well as certain business plan information, regarding the Company and its businesses and operations. Acquirer Parent and Merger Subs Sub hereby acknowledge the uncertainty and inherent risks in relying on such information and agree that neither the Company nor any of its Representatives has made or is making any express or implied representation or warranty with respect to any such information.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Amicus Therapeutics Inc)